UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 23, 2009
Arrow Electronics, Inc.
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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001-04482
(Commission File Number)
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11-1806155
(IRS Employer
Identification No.) |
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50 Marcus Drive, Melville, New York
(Address of principal executive offices)
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11747
(Zip code) |
Registrant’s telephone number including area code: (631) 847-2000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
Reference is hereby made to the Registrant’s Registration Statement on Form S-3 (File No.
333-162070), filed with the Securities and Exchange Commission (the “Commission”) on September 23,
2009 and the Prospectus Supplement filed with the Commission on September 24, 2009 (together, the
“Registration Statement”), pursuant to which the Registrant registered $300,000,000 aggregate
principal amount of its securities, for offer and sale in accordance with applicable
provisions of the Securities Act of 1933, as amended.
On September 23, 2009, the Registrant entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Banc of America Securities LLC, Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. (collectively, the “Underwriters”), in connection with the public offering by the
Underwriters of $300,000,000 aggregate principal amount of the Registrant’s 6.00% Senior Notes due
2020 (the “Notes”), covered by the Registration Statement. The Underwriting Agreement in the form
in which it was executed is filed herewith as Exhibit 1.1. On September 23, 2009, the Registrant
issued a press release announcing the pricing of the offering. The press release is filed herewith
as Exhibit 99.1.
The Registrant has previously entered into an Indenture, dated as of January 15, 1997 (the
“Indenture”), with Bank of Montreal Trust Company, as trustee, with respect to the Registrant’s
debt securities.
Pursuant to the Indenture, on September 30, 2009, the Registrant and The Bank of New York
Mellon, as trustee (the “Trustee”) will enter into a Supplemental Indenture (the “Supplemental
Indenture”), which provides for the issuance of the Notes. A copy of the Supplemental Indenture is
filed herewith as Exhibit 4.1.
Item 9.01. Financial Statement and Exhibits.
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| Exhibit |
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Description |
1.1
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Underwriting Agreement, dated September 23, 2009, between Arrow
Electronics, Inc., Banc of America Securities LLC , J.P. Morgan
Securities Inc. and Goldman, Sachs & Co. |
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4.1 |
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Supplemental Indenture, to be dated as of September 30, 2009, with
respect to the Notes, between Arrow Electronics, Inc. and The Bank
of New York Mellon. |
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99.1
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Press Release, dated September 23, 2009. |
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